However, the song was only performed privately by Strayhorn until he and vocalist Kay Davis performed it on November 13, 1948, with the Duke Ellington Orchestra at Carnegie Hall. It is usually performed in the key of D-flat major.
The song's lyrics describe the author's weariness of the night life after a failed romance, wasting time with "jazz and cocktails" at"come-what-may places" and in the company of girls with "sad and sullen gray faces/with distingué traces". Strayhorn was only 16 when he wrote the majority of the song, which was to become his signature composition (along with "Take the 'A' Train").
I used to visit all the very gay places Those come what may places Where one relaxes on the axis of the wheel of life To get the feel of life... From jazz and cocktails.
The girls I knew had sad and sullen gray faces With distant gay(distingue) traces That used to be there you could see where they'd been washed away By too many through the day... Twelve o'clock tales.
Then you came along with your siren of song To tempt me to madness! I thought for a while that your poignant smile was tinged with the sadness Of a great love for me.
Ah yes! I was wrong... Again, I was wrong.
Life is lonely again, And only last year everything seemed so sure. Now life is awful again, A troughful of hearts could only be a bore. A week in Paris will ease the bite of it, All I care is to smile in spite of it.
I'll forget you, I will While yet you are still burning inside my brain. Romance is mush, Stifling those who strive. I'll live a lush life in some small dive. And there I'll be, while I rot With the rest of those whose lives are lonely, too..